Star Conference 2016 PresentationPlug in the smart energy company: TerniEnergia path of evolution

London, October 7th 2016

ternienergia.com

TerniEnergia

TerniEnergia at a glance

A LEADING ITALIAN FULLY INTEGRATED PV ENERGY COMPANYOPERATING IN THE PHOTOVOLTAIC SEGMENT AS A SUPPLIER OF PV PLANTS AND “GIANT” PHOTOVOLTAIC PLANTS (“SYSTEM INTEGRATOR”) AND ENERGY PRODUCER (“POWER GENERATION”)

A CLEANTECH PLAYER FOCUSED ON THE CIRCULAR ECONOMY INDUSTRY OPERATING IN THE TECHNOLOGICAL ENVIRONMENTAL SECTOR, WASTE TO ENERGY, WASTE MANAGEMENT AND WATER REMEDIATION

AN ULTIMATE HUB FOR THE INDUSTRIAL ENERGY EFFICIENCYAIMS TO SOLVE THE GAP BETWEEN ESCO AND CAPITAL MARKETS THROUGH A PLATFORM OF CONVERGENCE FOR THE ENERGY SAVING CHAIN OPERATORS

AN INTEGRATED GAS&POWER MANAGEMENT COMPANYLEVERAGING RENEWABLES POWER GENERATION FOR INDUSTRIAL HEAVY CONSUMERS AND SUPPORTING CUSTOMERS THROUGH ADVANCED SERVICES

SUCCESSFUL HISTORICAL GROWTH AND BALANCED DIVERSIFICATION OF THE BUSINESS

RELIABLE AND EFFICIENT BUSINESS MODEL

RAPIDLY GROWING INTERNATIONALIZATION PROCESS

2 "GIANT" WORKSITES IN SOUTH AFRICA GRID CONNECTED (148.5 MWP PV PLANTS)

THE TOTAL NUMBER OF PHOTOVOLTAIC PLANTS BUILT BY TERNIENERGIA FROM THE BEGINNING OF ITS ACTIVITY IS EQUAL TO 274, WITH AN AGGREGATE CAPACITY OF APPROXIMATELY 350.1 MWP (13.2 MWP IN FULL OWNERSHIP AND 30 MWP IN JOINT VENTURE FOR THE POWER GENERATION ACTIVITY)

2 BIOMASS PLANTS CONNECTED TO THE GRID FOR A TOTAL OF 1.5 MWE AND 2 MWT.

TOTAL ANNUAL RENEWABLE ENERGY PRODUCTION AROUND 60 MILLION KWH.

IN THE ENVIRONMENTAL SECTOR ARE OPERATING TWO TREATMENT AND RECYCLE PLANTS OF END OF LIFE TIRES (ELTS), THE GREENASM BIODIGESTION AND COMPOSTING PLANT AND FINALLY THE GROUNDWATER REMEDIATION PLANT IN NERA MONTORO (TR).

TOTAL ANNUAL ENERGY SAVED AROUND 5 GWh TROUGH THIRD PARTY FINANCING ESCo ACTIVITY

BUSINESSOVERVIEW

KEY INVESTMENTHIGHLIGHTS

ASSET OVERVIEW

Shareholders structure – Group chart

3 SPV FOR WHOLLY

OWNERSHIP PV PLANTS

10 JV FOR PV PLANTS WITH

INTERNATIONAL PARTNERS

100% 100% 100% 100% 100% 50%

TERNIENERGIA POLSKA

TERNIENERGIA ROMANIA

TERNIENERGIA HELLAS

TERNIENERGIA PROJECT

TEVASA TERNIENERGIA SOLAR

SOUTH AFRICA

80% 80%

50% 100%

TERNIERGIA MIDDLE EAST

POWER

49%

45,06%

9,10%

TREASURY SHARES

45,84%

OTHER SHAREHOLDERS

< 2%

100%

TERNIENERGIA MOÇAMBIQUE

LIMITADA

100% 100% 100%51%

ACQUISITION WORK IN PROGRESS

The organization in a snapshot

A SYNERGISTIC, OPERATIVE AND FINANCIAL APPROACH

FOUR BUSINESS LINES TO COMPLETE THE VALUE CHAIN OF ENERGY

CLEANTECHTECHNICAL SERVICES ENERGY SAVING

PHOTOVOLTAIC EPC –POWER GENERATION

RECOVERY OF ENERGY AND MATERIAL FROM MARGINAL RESOURCES

SOLUTIONS, EPC AND TECHNOLOGIES FOR ENERGY EFFICIENCY

ENERGY MANAGEMENT

ENERGY TRADING AND MANAGEMENT –AFTER-SALES SERVICES

Five main challenges for the future

2

1

3

4

5

• BOOST THE TRANSFORMATIONINTO AN INTERNATIONALFULLY INTEGRATED SMARTENERGY COMPANY

• A new positioning along the global energyvalue chain. Extending TerniEnergia know-how from renewable power generation toEPC, power transmission, power distribution,energy efficiency, energy management andsmart grid

• EMBEDDING A LEADINGDIGITAL DEVELOPER OF ICTSOLUTIONS AND SYSTEMS

• Targeting a company to be acquired toenhance the outstanding strengths ofTerniEnergia towards the energydigitalization, combining the virtual andphysical world across the power value chain,also abroad

• SPIN-OFF THE ENVIRONMENTAL ASSETS TOENHANCE THE VALUE OF CLEANTECH LOB

• Separating the Cleantech LOB through a spin-off to enhance the value ofthe environmental assets. The cleantech business includes recovery ofmaterials and energy from marginal resources and pollution control.

• UNLOCK VALUE AND ENHANCEFINANCIAL SOLIDITY WITH ANACQUISITION IN THE ENERGYMANAGEMENT SECTOR

• Significant value creation thanks to theacquisition of a company active in a highlycomplementary business, enabling thecompetitiveness of the Group to offercomprehensive energy managementsolutions, promoting a new season of growth

• ATTRACT SUPPORTIVEINVESTORS AND NEWSHAREHOLDERS, STRENGTHENTHE MANAGEMENT

• Creating the conditions which encouragelarge institutional investors that investsubstantially in growth companies to become“partners” in the best interests of theCompany and their investment

Export worldwide the italian excellence in the industrial smart technologies

AN UNMATCHED MIX OF KNOW-HOW TO BOOST THE INTERNATIONAL GROWTHRIDING THE WAVE OF THE ENERGY [R] EVOLUTION

POWER GENERATION, EPC, ESCo, ENERGY EFFICIENCY AND

ENERGY MANAGEMENT

POWER TRANSMISSION, DISTRIBUTION, SMART

GRIDS, MINIGRIDS, TLC,IOT, APPLICATIONS

A FULLY INTEGRATED SETUP TO LEVERAGE

OPPORTUNITIES IN A CHANGING WORLD

Compelling rationale for the business transformation

STRATEGIC TARGETS

DELIVERING THE VALUE CREATION

Go innovative & globalexporting worldwide the italian’s

smart technology excellence

Ride the digitalizationintroducing the OT/IT

convergence in energy business

Re-balance business mixfocusing on the energy value

chain and improving efficiency

Softeco-SelesoftAcquisition

51% EnergeticAcquisition

Cleantech assetsappreciation

Transform TerniEnergia from a renewable energy company and EPC player, into a supplier of smart turn-key solutions with the integration of digital technologies, enabling the

modernization of the electricity grid through digitalization

The transaction will enable TerniEnergia to expand its presence

in the dual fuel marketing and trading as well as provide a strong platform for further development thanks to

existing expertise and client portofolio focused on gas and power

The turnaround project will significantly strengthen TerniEnergia’score business and focus, making this

the optimal time for separation. Great opportunities are guaranteed

by the investment programs of utilities and green companies

Full Year 2015 snapshot

CLEANTECH2,6%

TECHNICAL SERVICES29,6%

ENERGY MANAGEMENT67,1%

ENERGY SAVING0,7%

13.2 MW (fully owned)

30 MW in JV (50%)

1.5 MW biomass

53 mln KWh generated

273 PV Plants installed with a

combined power capacity of 284.1

MW

EPC/BOT (84.74%)

FO (5.72%)

JV (9.01%)

Biomass (0.54%)

1.3 TWh cumulated energy and

13,2 mln Scm cumulated gas

managed

10,200 area lights managed and

2,500 Led lamps produced

21 GWh saved

2 Biomass plants

2 End of Life Tyres plants

2 Water remediation plants

POWER GENERATION / EPC

ENERGY MANAGEMENT /ESCO

CLEANTECH

TOTAL INSTALLED MW

REVENUES 2015 BREAKDOWN

FINANCIAL HIGHLIGHTS *

REVENUES 368.7 M/€ (+287% - FY2014)

EBITDA 25.2 M/€ (+40% - FY2014)

EBT 6.1 M/€ (-739K - FY2014)

NET PROFIT 2.6 M/€ (-59% - FY2014)

NFP 87.3 M/€ (108.1 M/€; -19.4% - FY 2014)

NET EQUITY 55.8 M/€ (-21.8% - FY 2014)

* FREENERGIA CONSOLIDATED UNTIL NOVEMBER,30 2015243,75

13.2

30 1,55

EPC/BOT

FO

JV

BIOMASS

INDUSTRIAL RESULTS –KEY FACTS

First half 2016 Financial results

Six monthsclosed as at

June 30, 2016

Six monthsclosed as at

June 30, 2015Changes Changes %

(in Euro)

Revenues Clean Technologies 4.572.924 4.967.532 (394.608) (7,9%)Revenues Technical services 41.178.787 19.350.758 23.073.201 119,2%Revenues Energy Saving 884.954 1.255.757 (370.803) (29,5%)Revenues Energy Management 3.899.049 125.696.609 (123.042.733) (97,9%)

Total50.535.713 151.270.656

-100.734.942

(66,6%)

9.0%

81.5%

1.8%7.7%

Revenues breakdown

Revenues CleanTechnologies

Revenues Technical

services

Revenues Energy

Saving

Revenues Energy

Management

Other Revenues

9.7810.7

9.5

45.5%

7.1%

18.8

1Half

2014 2015 2016

EBITDA 9.78 10.7 9.5

Ebitda Margin 45.5 7.1 18,8

First half 2016 Financial results

Net Working Capital Net Financial Position

10.923.3 13.9

79.1 52.4

31.8

(67.2) (63.5)(44.1)

13.4

11.0

14.3

38.1 24.316.8

2014 2015 1H2016

Inventories Trade Receibles Trade payables Other Assets / Liabilities NWC/Sales (%)

2014 2015 1H2016

Inventories 10.9 23.3 13.9

Trade Receibles 79.1 52.4 32.0

Trade payables (67.2) (63.5) (44.1)

Other Assets / Liabilities 13.4 11.0 14.3

Net Working Capital 36.3 23.1 15.6

NWC/Sales (%) 38.1 6.3 5.4

24.6

39.540.8

25.5

Breakdown Net Financial Position 1H2016

Current Indebtness

Corporate non-current indebtness

Non/limitedRecourse Indbtness

Cash andCashEquivalents

2014 2015 1H2016

Financial Indebtness131.0 103.5 104.9

Cash and CashEquivqlents (22.9) (16.1) (25.5)

Net Financial Position 108.2 87.4 79.4

Current Net Financial Position 18.3 8.1 (0.2)

Non Current Net Financial Position 89.8 79.3 79.6

Short Net Financial Position / Equity 0.3 0.1 (0.02)

Net Financial Position / Equity 1.5 1.6 1.45

Disclaimer

For the purposes of this disclaimer, this presentation (the “Presentation”) comprises the attached slides, the oral presentations made by the presenter(s), the question and answer session and any materials distributed at, or in connection with thePresentation. The information provided in this Presentation is being furnished to you solely for your information on a strictly confidential basis. Neither this document nor any copy thereof may be retained by you or reproduced, redistributed orpassed on, in whole or in part, to any other person. Neither this Presentation nor any copy of it nor the information contained in it may be taken or transmitted or disseminated into or distributed, directly or indirectly in the United States, Canada,Australia or Japan or distributed or otherwise made available to any US person as that term is defined in the US Securities Act of 1933, as amended (the “Securities Act”) nor to any resident of Canada, Australia or Japan. 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For further information

PAOLO ALLEGRETTICFOHEAD OF INVESTOR RELATIONS

ALLEGRETTI@TERNIENERGIA.COM

FEDERICO ZACAGLIONIHEAD OF CORPORATE COMMUNICATIONPRESS OFFICE

ZACAGLIONI@TERNIENERGIA.COM

WWW.TERNIENERGIA.COMTWITTER: @TERNIENERGIA

FACEBOOK: WWW.FACEBOOK.COM/TERNIENERGIALINKEDIN: WWW.LINKEDIN.COM/COMPANY/TERNIENERGIA

TERNIENERGIA S.p.A.

STRADA DELLO STABILIMENTO, 105035 – NERA MONTORO (TR) TEL. +39 0744 7581 FAX +39 0744 758205

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